Attached files
| file | filename |
|---|---|
| 8-K - 8-K - UNITED ONLINE INC | a13-23475_18k.htm |
| EX-3.1 - EX-3.1 - UNITED ONLINE INC | a13-23475_1ex3d1.htm |
| EX-2.1 - EX-2.1 - UNITED ONLINE INC | a13-23475_1ex2d1.htm |
| EX-10.3 - EX-10.3 - UNITED ONLINE INC | a13-23475_1ex10d3.htm |
| EX-10.2 - EX-10.2 - UNITED ONLINE INC | a13-23475_1ex10d2.htm |
| EX-10.1 - EX-10.1 - UNITED ONLINE INC | a13-23475_1ex10d1.htm |
Exhibit 99.1
UNITED ONLINE, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Overview
Effective at 12:01 a.m. Eastern Daylight Time (‘‘EDT’’) on November 1, 2013, United Online, Inc. (the “Company” or “United Online”) completed the separation of its businesses into two independent, publicly-traded companies: United Online, Inc., which consists of the businesses of the Company’s Content & Media and Communications segments, and FTD Companies, Inc. (“FTD Companies”), which consists of the domestic and international operations of the Company’s FTD segment (the ‘‘FTD Spin-Off Transaction’’).
Basis of Presentation
The unaudited pro forma condensed consolidated financial statements reflect adjustments to the Company’s historical financial results in connection with the FTD Spin-Off Transaction. The following unaudited pro forma condensed consolidated financial statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes.
The unaudited pro forma condensed consolidated statements of operations give effect to the FTD Spin-Off Transaction as if it occurred on January 1, 2010. The unaudited pro forma condensed consolidated balance sheet gives effect to the FTD Spin-Off Transaction as if it occurred as of September 30, 2013, the Company’s latest balance sheet date. The pro forma adjustments are described in the accompanying notes and include the following:
· the elimination of the FTD segment;
· the transfer of certain personnel and immaterial assets of United Online Software Development (India) Private Limited, a wholly-owned subsidiary of United Online, primarily dedicated to servicing FTD Companies’ business to a newly-formed India subsidiary of FTD Companies in exchange for a cash payment in an amount equal to the fair value of such assets;
· the removal of non-recurring FTD Spin-Off Transaction costs;
· the removal of intercompany activity; and
· the one-for-seven reverse split of United Online common stock, which became effective at 11:59 p.m. EDT on October 31, 2013.
The pro forma adjustments are based on available information and assumptions that the Company’s management believes are reasonable. The pro forma adjustments may differ from those that will be calculated to report the Company’s discontinued operations in United Online’s future filings. The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what United Online’s results of operations or balance sheet would have been had the FTD Spin-Off Transaction occurred on the dates indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of United Online’s future results of operations or financial position.
UNITED ONLINE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013
(in thousands, except per share amounts)
|
|
|
United |
|
FTD |
|
Pro Forma |
|
Pro Forma |
| ||||
|
Revenues: |
|
|
|
|
|
|
|
|
| ||||
|
Products |
|
$ |
376,202 |
|
$ |
(370,980 |
) |
$ |
— |
|
$ |
5,222 |
|
|
Services |
|
267,644 |
|
(102,109 |
) |
215 |
(b) |
165,750 |
| ||||
|
Total revenues |
|
643,846 |
|
(473,089 |
) |
215 |
|
170,972 |
| ||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Cost of revenues—products |
|
289,317 |
|
(283,428 |
) |
— |
|
5,889 |
| ||||
|
Cost of revenues—services |
|
63,738 |
|
(14,519 |
) |
210 |
(c) |
49,429 |
| ||||
|
Sales and marketing |
|
121,730 |
|
(79,195 |
) |
4 |
(d) |
42,539 |
| ||||
|
Technology and development |
|
36,406 |
|
(11,817 |
) |
— |
|
24,589 |
| ||||
|
General and administrative |
|
74,486 |
|
(31,364 |
) |
(1,813 |
)(e) |
41,309 |
| ||||
|
Amortization of intangible assets |
|
22,586 |
|
(18,524 |
) |
— |
|
4,062 |
| ||||
|
Contingent consideration—fair value adjustment |
|
(5,124 |
) |
— |
|
— |
|
(5,124 |
) | ||||
|
Restructuring and other exit costs |
|
2,503 |
|
— |
|
— |
|
2,503 |
| ||||
|
Impairment of goodwill, intangible assets and long-lived assets |
|
50,221 |
|
— |
|
— |
|
50,221 |
| ||||
|
Total operating expenses |
|
655,863 |
|
(438,847 |
) |
(1,599 |
) |
215,417 |
| ||||
|
Operating income (loss) |
|
(12,017 |
) |
(34,242 |
) |
1,814 |
|
(44,445 |
) | ||||
|
Interest income |
|
619 |
|
(496 |
) |
— |
|
123 |
| ||||
|
Interest expense |
|
(10,450 |
) |
10,450 |
|
— |
|
— |
| ||||
|
Other income, net |
|
550 |
|
(265 |
) |
— |
|
285 |
| ||||
|
Income (loss) before income taxes |
|
(21,298 |
) |
(24,553 |
) |
1,814 |
|
(44,037 |
) | ||||
|
Provision for (benefit from) income taxes |
|
9,563 |
|
(8,467 |
) |
(825 |
)(f) |
271 |
| ||||
|
Net income (loss) |
|
$ |
(30,861 |
) |
$ |
(16,086 |
) |
$ |
2,639 |
|
$ |
(44,308 |
) |
|
Income allocated to participating securities |
|
(1,015 |
) |
— |
|
— |
|
(1,015 |
) | ||||
|
Net income (loss) attributable to common stockholders |
|
$ |
(31,876 |
) |
$ |
(16,086 |
) |
$ |
2,639 |
|
$ |
(45,323 |
) |
|
Basic net income (loss) per common share |
|
$ |
(0.35 |
) |
|
|
|
|
$ |
(3.44 |
)(l) | ||
|
Shares used to calculate basic net income (loss) per common share |
|
92,247 |
|
|
|
|
|
13,178 |
(l) | ||||
|
Diluted net income (loss) per common share |
|
$ |
(0.35 |
) |
|
|
|
|
$ |
(3.44 |
)(l) | ||
|
Shares used to calculate diluted net income (loss) per common share |
|
92,247 |
|
|
|
|
|
13,178 |
(l) | ||||
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
UNITED ONLINE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012
(in thousands, except per share amounts)
|
|
|
United |
|
FTD |
|
Pro Forma |
|
Pro |
| ||||
|
Revenues: |
|
|
|
|
|
|
|
|
| ||||
|
Products |
|
$ |
363,956 |
|
$ |
(359,151 |
) |
$ |
— |
|
$ |
4,805 |
|
|
Services |
|
287,944 |
|
(101,185 |
) |
316 |
(b) |
187,075 |
| ||||
|
Total revenues |
|
651,900 |
|
(460,336 |
) |
316 |
|
191,880 |
| ||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Cost of revenues—products |
|
279,726 |
|
(275,753 |
) |
— |
|
3,973 |
| ||||
|
Cost of revenues—services |
|
66,192 |
|
(15,042 |
) |
312 |
(c) |
51,462 |
| ||||
|
Sales and marketing |
|
130,571 |
|
(78,588 |
) |
5 |
(d) |
51,988 |
| ||||
|
Technology and development |
|
35,363 |
|
(11,198 |
) |
— |
|
24,165 |
| ||||
|
General and administrative |
|
72,199 |
|
(26,306 |
) |
(1,738 |
)(e) |
44,155 |
| ||||
|
Amortization of intangible assets |
|
22,659 |
|
(19,092 |
) |
— |
|
3,567 |
| ||||
|
Contingent consideration—fair value adjustment |
|
(1,387 |
) |
— |
|
— |
|
(1,387 |
) | ||||
|
Restructuring and other exit costs |
|
14 |
|
— |
|
— |
|
14 |
| ||||
|
Total operating expenses |
|
605,337 |
|
(425,979 |
) |
(1,421 |
) |
177,937 |
| ||||
|
Operating income |
|
46,563 |
|
(34,357 |
) |
1,737 |
|
13,943 |
| ||||
|
Interest income |
|
962 |
|
(564 |
) |
— |
|
398 |
| ||||
|
Interest expense |
|
(10,301 |
) |
10,301 |
|
— |
|
— |
| ||||
|
Other income, net |
|
768 |
|
(474 |
) |
— |
|
294 |
| ||||
|
Income before income taxes |
|
37,992 |
|
(25,094 |
) |
1,737 |
|
14,635 |
| ||||
|
Provision for income taxes |
|
12,512 |
|
(8,314 |
) |
643 |
(f) |
4,841 |
| ||||
|
Net income |
|
$ |
25,480 |
|
$ |
(16,780 |
) |
$ |
1,094 |
|
$ |
9,794 |
|
|
Income allocated to participating securities |
|
(895 |
) |
— |
|
— |
|
(895 |
) | ||||
|
Net income attributable to common stockholders |
|
$ |
24,585 |
|
$ |
(16,780 |
) |
$ |
1,094 |
|
$ |
8,899 |
|
|
Basic net income per common share |
|
$ |
0.27 |
|
|
|
|
|
$ |
0.69 |
(l) | ||
|
Shares used to calculate basic net income per common share |
|
90,311 |
|
|
|
|
|
12,902 |
(l) | ||||
|
Diluted net income per common share |
|
$ |
0.27 |
|
|
|
|
|
$ |
0.69 |
(l) | ||
|
Shares used to calculate diluted net income per common share |
|
90,379 |
|
|
|
|
|
12,941 |
(l) | ||||
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
UNITED ONLINE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2012
(in thousands, except per share amounts)
|
|
|
United |
|
FTD |
|
Pro Forma |
|
Pro |
| ||||
|
Revenues: |
|
|
|
|
|
|
|
|
| ||||
|
Products |
|
$ |
484,236 |
|
$ |
(477,579 |
) |
$ |
— |
|
$ |
6,657 |
|
|
Services |
|
386,647 |
|
(135,935 |
) |
396 |
(b) |
251,108 |
| ||||
|
Total revenues |
|
870,883 |
|
(613,514 |
) |
396 |
|
257,765 |
| ||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Cost of revenues—products |
|
374,438 |
|
(366,935 |
) |
— |
|
7,503 |
| ||||
|
Cost of revenues—services |
|
90,149 |
|
(19,811 |
) |
388 |
(c) |
70,726 |
| ||||
|
Sales and marketing |
|
172,393 |
|
(104,913 |
) |
8 |
(d) |
67,488 |
| ||||
|
Technology and development |
|
47,996 |
|
(15,052 |
) |
— |
|
32,944 |
| ||||
|
General and administrative |
|
97,615 |
|
(34,415 |
) |
(3,437 |
)(e) |
59,763 |
| ||||
|
Amortization of intangible assets |
|
30,493 |
|
(25,543 |
) |
— |
|
4,950 |
| ||||
|
Contingent consideration—fair value adjustment |
|
(836 |
) |
— |
|
— |
|
(836 |
) | ||||
|
Restructuring and other exit costs |
|
91 |
|
— |
|
— |
|
91 |
| ||||
|
Impairment of goodwill, intangible assets and long-lived assets |
|
26,910 |
|
— |
|
— |
|
26,910 |
| ||||
|
Total operating expenses |
|
839,249 |
|
(566,669 |
) |
(3,041 |
) |
269,539 |
| ||||
|
Operating income (loss) |
|
31,634 |
|
(46,845 |
) |
3,437 |
|
(11,774 |
) | ||||
|
Interest income |
|
1,310 |
|
(750 |
) |
— |
|
560 |
| ||||
|
Interest expense |
|
(13,562 |
) |
13,562 |
|
— |
|
— |
| ||||
|
Other income, net |
|
886 |
|
(627 |
) |
— |
|
259 |
| ||||
|
Income (loss) before income taxes |
|
20,268 |
|
(34,660 |
) |
3,437 |
|
(10,955 |
) | ||||
|
Provision for (benefit from) income taxes |
|
7,464 |
|
(11,421 |
) |
1,272 |
(f) |
(2,685 |
) | ||||
|
Net income (loss) |
|
$ |
12,804 |
|
$ |
(23,239 |
) |
$ |
2,165 |
|
$ |
(8,270 |
) |
|
Income allocated to participating securities |
|
(1,225 |
) |
— |
|
— |
|
(1,225 |
) | ||||
|
Net income (loss) attributable to common stockholders |
|
$ |
11,579 |
|
$ |
(23,239 |
) |
$ |
2,165 |
|
$ |
(9,495 |
) |
|
Basic net income (loss) per common share |
|
$ |
0.13 |
|
|
|
|
|
$ |
(0.73 |
)(l) | ||
|
Shares used to calculate basic net income (loss) per common share |
|
90,469 |
|
|
|
|
|
12,924 |
(l) | ||||
|
Diluted net income (loss) per common share |
|
$ |
0.13 |
|
|
|
|
|
$ |
(0.73 |
)(l) | ||
|
Shares used to calculate diluted net income (loss) per common share |
|
90,564 |
|
|
|
|
|
12,924 |
(l) | ||||
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
UNITED ONLINE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2011
(in thousands, except per share amounts)
|
|
|
United |
|
FTD |
|
Pro Forma |
|
Pro |
| ||||
|
Revenues: |
|
|
|
|
|
|
|
|
| ||||
|
Products |
|
$ |
455,362 |
|
$ |
(454,207 |
) |
$ |
— |
|
$ |
1,155 |
|
|
Services |
|
442,323 |
|
(133,042 |
) |
523 |
(b) |
309,804 |
| ||||
|
Total revenues |
|
897,685 |
|
(587,249 |
) |
523 |
|
310,959 |
| ||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Cost of revenues—products |
|
352,207 |
|
(351,991 |
) |
— |
|
216 |
| ||||
|
Cost of revenues—services |
|
94,166 |
|
(19,725 |
) |
521 |
(c) |
74,962 |
| ||||
|
Sales and marketing |
|
166,760 |
|
(97,605 |
) |
2 |
(d) |
69,157 |
| ||||
|
Technology and development |
|
49,847 |
|
(14,450 |
) |
— |
|
35,397 |
| ||||
|
General and administrative |
|
104,369 |
|
(32,776 |
) |
— |
|
71,593 |
| ||||
|
Amortization of intangible assets |
|
30,455 |
|
(25,188 |
) |
— |
|
5,267 |
| ||||
|
Restructuring and other exit costs |
|
5,677 |
|
(876 |
) |
— |
|
4,801 |
| ||||
|
Total operating expenses |
|
803,481 |
|
(542,611 |
) |
523 |
|
261,393 |
| ||||
|
Operating income |
|
94,204 |
|
(44,638 |
) |
— |
|
49,566 |
| ||||
|
Interest income |
|
1,536 |
|
(1,253 |
) |
— |
|
283 |
| ||||
|
Interest expense |
|
(23,075 |
) |
22,898 |
|
— |
|
(177 |
) | ||||
|
Other income, net |
|
2,643 |
|
(1,740 |
) |
— |
|
903 |
| ||||
|
Income before income taxes |
|
75,308 |
|
(24,733 |
) |
— |
|
50,575 |
| ||||
|
Provision for income taxes |
|
23,639 |
|
(6,709 |
) |
— |
|
16,930 |
| ||||
|
Net income |
|
$ |
51,669 |
|
$ |
(18,024 |
) |
$ |
— |
|
$ |
33,645 |
|
|
Income allocated to participating securities |
|
(1,990 |
) |
— |
|
640 |
(n) |
(1,350 |
) | ||||
|
Net income attributable to common stockholders |
|
$ |
49,679 |
|
$ |
(18,024 |
) |
$ |
640 |
|
$ |
32,295 |
|
|
Basic net income per common share |
|
$ |
0.56 |
|
|
|
|
|
$ |
2.55 |
(l) | ||
|
Shares used to calculate basic net income per common share |
|
88,478 |
|
|
|
|
|
12,640 |
(l) | ||||
|
Diluted net income per common share |
|
$ |
0.56 |
|
|
|
|
|
$ |
2.54 |
(l) | ||
|
Shares used to calculate diluted net income per common share |
|
88,631 |
|
|
|
|
|
12,728 |
(l) | ||||
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
UNITED ONLINE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010
(in thousands, except per share amounts)
|
|
|
United |
|
FTD |
|
Pro Forma |
|
Pro |
| ||||
|
Revenues: |
|
|
|
|
|
|
|
|
| ||||
|
Products |
|
$ |
420,470 |
|
$ |
(420,470 |
) |
$ |
— |
|
$ |
— |
|
|
Services |
|
500,083 |
|
(134,106 |
) |
453 |
(b) |
366,430 |
| ||||
|
Total revenues |
|
920,553 |
|
(554,576 |
) |
453 |
|
366,430 |
| ||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Cost of revenues—products |
|
327,963 |
|
(328,068 |
) |
— |
|
(105 |
) | ||||
|
Cost of revenues—services |
|
103,228 |
|
(19,497 |
) |
104 |
(c) |
83,835 |
| ||||
|
Sales and marketing |
|
175,865 |
|
(94,230 |
) |
349 |
(d) |
81,984 |
| ||||
|
Technology and development |
|
54,517 |
|
(13,890 |
) |
— |
|
40,627 |
| ||||
|
General and administrative |
|
111,471 |
|
(34,912 |
) |
— |
|
76,559 |
| ||||
|
Amortization of intangible assets |
|
32,110 |
|
(26,008 |
) |
— |
|
6,102 |
| ||||
|
Restructuring and other exit costs |
|
2,815 |
|
(1,574 |
) |
— |
|
1,241 |
| ||||
|
Total operating expenses |
|
807,969 |
|
(518,179 |
) |
453 |
|
290,243 |
| ||||
|
Operating income |
|
112,584 |
|
(36,397 |
) |
— |
|
76,187 |
| ||||
|
Interest income |
|
1,673 |
|
(1,426 |
) |
— |
|
247 |
| ||||
|
Interest expense |
|
(24,900 |
) |
23,963 |
|
— |
|
(937 |
) | ||||
|
Other income, net |
|
452 |
|
(426 |
) |
— |
|
26 |
| ||||
|
Income before income taxes |
|
89,809 |
|
(14,286 |
) |
— |
|
75,523 |
| ||||
|
Provision for (benefit from) income taxes |
|
36,188 |
|
(858 |
) |
— |
|
35,330 |
| ||||
|
Net income |
|
$ |
53,621 |
|
$ |
(13,428 |
) |
$ |
— |
|
$ |
40,193 |
|
|
Income allocated to participating securities |
|
(3,229 |
) |
— |
|
891 |
(n) |
(2,338 |
) | ||||
|
Net income attributable to common stockholders |
|
$ |
50,392 |
|
$ |
(13,428 |
) |
$ |
891 |
|
$ |
37,855 |
|
|
Basic net income per common share |
|
$ |
0.58 |
|
|
|
|
|
$ |
3.07 |
(l) | ||
|
Shares used to calculate basic net income per common share |
|
86,429 |
|
|
|
|
|
12,347 |
(l) | ||||
|
Diluted net income per common share |
|
$ |
0.58 |
|
|
|
|
|
$ |
2.98 |
(l) | ||
|
Shares used to calculate diluted net income per common share |
|
87,062 |
|
|
|
|
|
12,713 |
(l) | ||||
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
UNITED ONLINE, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2013
(in thousands)
|
|
|
United |
|
FTD |
|
Pro Forma |
|
Pro |
| ||||
|
Assets |
|
|
|
|
|
|
|
|
| ||||
|
Current assets: |
|
|
|
|
|
|
|
|
| ||||
|
Cash and cash equivalents |
|
$ |
100,787 |
|
$ |
(28,347 |
) |
$ |
391 |
(g) |
$ |
72,831 |
|
|
Accounts receivable, net of allowance for doubtful accounts |
|
41,407 |
|
(27,201 |
) |
2,920 |
(h) |
17,126 |
| ||||
|
Inventories |
|
14,280 |
|
(6,084 |
) |
— |
|
8,196 |
| ||||
|
Deferred tax assets, net |
|
18,404 |
|
(6,056 |
) |
139 |
(f) |
12,487 |
| ||||
|
Other current assets |
|
14,881 |
|
(5,975 |
) |
(336 |
)(i) |
8,570 |
| ||||
|
Total current assets |
|
189,759 |
|
(73,663 |
) |
3,114 |
|
119,210 |
| ||||
|
Property and equipment, net |
|
53,077 |
|
(31,212 |
) |
(55 |
)(j) |
21,810 |
| ||||
|
Goodwill |
|
406,582 |
|
(338,743 |
) |
— |
|
67,839 |
| ||||
|
Intangible assets, net |
|
191,522 |
|
(175,367 |
) |
— |
|
16,155 |
| ||||
|
Deferred tax asset, net |
|
— |
|
— |
|
30,858 |
(k) |
30,858 |
| ||||
|
Other assets |
|
15,988 |
|
(14,826 |
) |
(401 |
)(f) |
761 |
| ||||
|
Total assets |
|
$ |
856,928 |
|
$ |
(633,811 |
) |
$ |
33,516 |
|
$ |
256,633 |
|
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
| ||||
|
Current liabilities: |
|
|
|
|
|
|
|
|
| ||||
|
Accounts payable |
|
$ |
54,855 |
|
$ |
(38,867 |
) |
$ |
— |
|
$ |
15,988 |
|
|
Accrued liabilities |
|
49,561 |
|
(23,149 |
) |
(244 |
)(f) |
26,168 |
| ||||
|
Net intercompany payables |
|
— |
|
(2,920 |
) |
2,920 |
(h) |
— |
| ||||
|
Member redemption liability |
|
14,781 |
|
— |
|
— |
|
14,781 |
| ||||
|
Deferred revenue |
|
45,817 |
|
(7,050 |
) |
— |
|
38,767 |
| ||||
|
Total current liabilities |
|
165,014 |
|
(71,986 |
) |
2,676 |
|
95,704 |
| ||||
|
Member redemption liability |
|
6,215 |
|
— |
|
— |
|
6,215 |
| ||||
|
Deferred revenue |
|
2,092 |
|
(96 |
) |
— |
|
1,996 |
| ||||
|
Long-term debt |
|
220,000 |
|
(220,000 |
) |
— |
|
— |
| ||||
|
Deferred tax liabilities, net |
|
24,025 |
|
(54,883 |
) |
30,858 |
(k) |
— |
| ||||
|
Other liabilities |
|
9,295 |
|
(3,125 |
) |
(18 |
)(f) |
6,152 |
| ||||
|
Total liabilities |
|
426,641 |
|
(350,090 |
) |
33,516 |
|
110,067 |
| ||||
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
| ||||
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
| ||||
|
Common stock |
|
9 |
|
— |
|
(8 |
)(m) |
1 |
| ||||
|
Additional paid-in capital |
|
501,115 |
|
(381,790 |
) |
8 |
(m) |
119,333 |
| ||||
|
Accumulated other comprehensive loss |
|
(23,983 |
) |
21,423 |
|
— |
|
(2,560 |
) | ||||
|
Retained earnings (accumulated deficit) |
|
(46,854 |
) |
76,646 |
|
— |
|
29,792 |
| ||||
|
Total stockholders’ equity |
|
430,287 |
|
(283,721 |
) |
— |
|
146,566 |
| ||||
|
Total liabilities and total stockholders’ equity |
|
$ |
856,928 |
|
$ |
(633,811 |
) |
$ |
33,516 |
|
$ |
256,633 |
|
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
UNITED ONLINE, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLDIATED FINANCIAL STATEMENTS
(a) Adjustments reflect the results of operations, assets, liabilities, and equity of FTD Companies and its subsidiaries (collectively, “FTD”), formerly the domestic and international operations of the Company’s FTD segment. Indirect overhead cost allocations are not included in these adjustments. The provision for income taxes was determined using U.S. GAAP intraperiod allocation rules.
(b) Adjustments reflect intercompany revenues from FTD Companies, which were eliminated in consolidation and therefore not included in United Online’s historical results. Revenues from FTD Companies are expected to continue to be earned, although at a higher margin, at least in the near term.
(c) Adjustments reflect intercompany cost of revenues associated with the intercompany revenues described in Note (b).
(d) Adjustments reflect intercompany sales and marketing costs associated with the intercompany revenues described in Note (b).
(e) Adjustments reflect the removal of non-recurring FTD Spin-Off Transaction costs which were directly related to the separation.
(f) Adjustment reflects the tax effect of the pro forma adjustments at the applicable combined federal and state statutory income tax rates of 37%, adjusted for the treatment of certain costs related to the FTD Spin-Off Transaction as a permanent difference beginning in 2013.
(g) Adjustment reflects the cash received from FTD Companies for the transfer of certain assets of United Online Software Development (India) Private Limited to a newly-formed India subsidiary of FTD Companies.
(h) Adjustment reflects the reclassification of net intercompany payables to accounts receivable, net of allowance for doubtful accounts.
(i) Adjustment reflects the transfer of certain software licenses to FTD Companies.
(j) Adjustment reflects the transfer of certain fixed assets of United Online Software Development (India) Private Limited to a newly-formed Indian subsidiary of FTD Companies.
(k) Adjustment reflects the reclassification of deferred tax liabilities, net to other assets.
(l) The pro forma basic and diluted net income per common share reflects the one-for-seven reverse split of United Online common stock.
(m) Adjustment reflects the reclassification of common stock amount to additional paid-in capital to reflect the one-for-seven reverse split of United Online common stock.
(n) Adjustment reflects an update to income allocated to participating securities due to change in net income for the period presented.